MAXCYTE, INC.

Current report

Risks Related to the Proposed Akron Acquisition and Our New Indebtedness

Current report

The Akron acquisition may not be completed on the expected timeline or at all, and a failure to complete it could adversely affect our business and the market price of our common stock.

Current report

Completion of the Akron acquisition is subject to customary closing conditions, some of which are outside our control, and the Securities Purchase Agreement may be terminated in certain circumstances. We cannot assure that the conditions will be satisfied or that the acquisition will close on the expected timeline or at all. If the acquisition is not completed, we will have incurred significant legal, advisory, financing and other costs, many of which are payable regardless of whether the acquisition closes, without realizing any of its anticipated benefits; our management’s attention will have been diverted from our existing business; and the market price of our common stock, which may reflect an assumption that the acquisition will be completed, could decline. In addition, the availability of our new credit facility is expected to depend on the closing of the acquisition, and because the number of shares we will issue as consideration is fixed, the value of the share consideration at closing will fluctuate with the price of our common stock.

Current report

We have incurred, and expect to continue to incur, significant costs in connection with the Akron acquisition, which, if completed, will reduce our cash resources and increase our fixed obligations.

Current report

If the Akron acquisition closes, we will pay $105.0 million in cash and issue 20,639,733 million shares of our common stock, which will dilute our existing stockholders and, if sold into the market by the recipient, could depress the market price of our common stock, and we will be obligated to pay $20.0 million in guaranteed deferred payments in January 2028 and January 2029 regardless of Akron’s performance. We have also incurred, and expect to continue to incur, substantial advisory, legal, financing and other transaction costs, many of which are payable whether or not the acquisition closes, and, if it closes, we expect to incur costs to integrate Akron, including for systems, facilities, personnel and quality and regulatory compliance. Many of these costs are payable whether or not the anticipated benefits of the acquisition are realized, and they may exceed our estimates. In addition, if the acquisition closes, purchase accounting will require us to record significant goodwill and intangible assets, and the related amortization will reduce our reported results. Using our cash for the acquisition will reduce the funds available for our existing business and other opportunities and may require us to seek additional financing sooner than anticipated, which may not be available on acceptable terms or at all.

Current report

We may not realize the anticipated benefits of the Akron acquisition, and integrating Akron may be more difficult, costly or time-consuming than expected.

Current report

If the Akron acquisition is completed, its success will depend on our ability to integrate Akron’s operations, personnel, manufacturing, quality and information systems with ours and to achieve the anticipated benefits, including cross-selling opportunities, an expanded addressable market and improved profitability. Akron’s business, which supplies reagents and

Current report

ancillary materials, differs from our historical focus on electroporation instruments and related services, and we have limited experience operating a business of this type. We may have difficulty retaining Akron’s customers, employees and suppliers; Akron’s customers may reduce or delay purchases as a result of the acquisition or changes in their own programs; and because few of Akron’s customers are currently our customers, cross-selling may not occur as expected. Akron’s products are manufactured under cGMP and other regulatory requirements, and any quality or compliance failure could affect Akron’s customers’ regulatory filings and our reputation. Akron is privately held, and we may need to devote significant resources to bring its financial reporting and internal controls into compliance with the requirements applicable to us as a public company. We may also be subject to unknown or contingent liabilities of Akron for which indemnification is unavailable or insufficient, may be required to record impairment charges on goodwill or intangible assets, and may find that management’s attention is diverted from our existing business. Akron’s historical results, including its revenue and profitability, may not be indicative of its future performance as part of our company. If we do not realize the anticipated benefits in the expected time frame or at all, our business, financial condition, results of operations and stock price could be adversely affected.

Current report

Our new indebtedness, and the covenants in our credit facility, could restrict our operations and adversely affect our financial condition.

Current report

We currently have no indebtedness. In connection with the Akron acquisition, we expect to enter into a credit facility with MidCap Financial Trust, as administrative agent, providing for up to $55.0 million of term loans and a $20.0 million revolving line of credit, under which we expect to borrow $20.0 million and $2.0 million, respectively, at closing. The facility is expected to be secured by a first-priority lien on substantially all of our assets, including our intellectual property, and a pledge of the equity of our subsidiaries. Following the closing, we will be required to dedicate a portion of our cash flow to debt service; borrowings will bear interest at variable rates based on SOFR (subject to a floor), so increases in interest rates will increase our costs; and the term loan principal will be payable in a single payment at maturity, approximately five years after closing, when we may not have sufficient funds to repay or refinance it. We may also owe fees, including a final payment fee and, if we prepay or terminate the facility early, prepayment fees. We may not be able to access the full amount of the facility: additional term loan tranches are expected to be available only if specified conditions are met or in the lender’s discretion, and availability under the revolver is expected to be limited by a borrowing base tied to eligible receivables and inventory. The credit agreement is expected to contain customary affirmative and negative covenants that limit our ability to, among other things, incur additional indebtedness or liens, make acquisitions and investments, dispose of assets, pay dividends and repurchase our stock; the final terms remain subject to definitive documentation. Our ability to comply with these covenants will depend on our operating performance, which may be affected by events beyond our control, including the risks described above. A breach could result in an event of default, which could allow the lenders to accelerate our indebtedness, terminate their commitments and foreclose on our collateral, any of which could materially harm our business.